| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/01/2013 |
3. Issuer Name and Ticker or Trading Symbol
Ascend Acquisition Corp. [ ASCQ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 20,000,000 | D(1)(2)(3)(4)(5)(6)(7) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This statement is being filed by London Bay Capital, LLC, a Delaware limited liability company ("LBC"), London Bay -TSS Holding Company, LLC, a Delaware limited liability company ("LBHC"), London Bay - TSS Acquisition Company, LLC, a Delaware limited liability company ("LB-TSS"), and Selling Source, LLC, a Delaware limited liability company ("Selling Source") (collectively, the "Reporting Persons"). |
| 2. On June 12, 2013, Ascend Acquisition Corp. (the "Issuer"), Ascend Merger Sub, LLC, a Delaware limited liability company ("Merger Sub LLC"), Ascend Merger Sub, Inc., a Delaware corporation, ("Merger Sub Inc."), Kitara Media, LLC ("Kitara Media"), a Delaware corporation and wholly owned subsidiary of Selling Source, New York Publishing Group, Inc. ("NYPG"), a Delaware corporation entered into a Merger Agreement and Plan of Reorganization (the "Merger Agreement"), pursuant to which, and subject to the terms and conditions thereof, on July 1, 2013 (the "Closing Date"), Merger Sub LLC merged with and into Kitara Media, and Merger Sub Inc. merged with and into NYPG (together, the "Mergers"), with each of Kitara Media and NYPG surviving the Mergers as wholly owned subsidiaries of the Issuer. (Continued in footnote 3). |
| 3. On the Closing Date, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the effective time of the Mergers, Selling Source, as the sole holder of the membership units of Kitara Media, received 20,000,000 shares of common stock, par value $0.0001, of the Issuer (the "Common Stock"). The amounts shown represent the direct beneficial ownership of the Common Stock by Selling Source. |
| 4. LB-TSS is the controlling member of Selling Source, and as such LB-TSS has an indirect interest in the shares held by Selling Source. LB-TSS disclaims any beneficial ownership of any shares beneficially owned by Selling Source, except to the extent of its pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 5. LBHC is the controlling member of LB-TSS, and as such LBHC has an indirect interest in the shares held by Selling Source. LBHC disclaims beneficial ownership of any shares beneficially owned by Selling Source, except to the extent of its pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 6. LBC is the controlling member of LBHC, and as such LBC has an indirect interest in the shares held by Selling Source. LBC disclaims beneficial ownership of any shares beneficially owned by Selling Source, except to the extent of its pecuniary interest therein. The actual pecuniary interest therein is not readily determinable because it is subject to several variables. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 7. On July 1, 2013, Selling Source and the sole holder of the shares of NYPG exchanged in the Mergers (the "NYPG Holder") entered into a voting rights agreement (the "Voting Rights Agreement"), pursuant to which the NYPG Holder agreed to vote his shares in the election of the Issuer's directors in accordance with the terms of the Voting Rights Agreement. As a result of the Voting Rights Agreement, Selling Source may be deemed to be a member of a "group" within the meaning of Section 13(d) of the Securities Exchange Act, as amended. Selling Source and each of the Reporting Persons expressly disclaims membership in any "group" with any other person, and disclaims beneficial ownership in any shares of Common Stock that may be or are beneficially owned by the NYPG Holder. |
| LONDON BAY CAPITAL, LLC, /s/ Sam Humphreys, Attorney in Fact | 07/01/2013 | |
| LONDON BAY - TSS HOLDING COMPANY, LLC, /s/ Sam Humphreys, Attorney in Fact | 07/01/2013 | |
| LONDON BAY - TSS ACQUISITION COMPANY, LLC, /s/ Sam Humphreys, Attorney in Fact | 07/01/2013 | |
| SELLING SOURCE, LLC, /s/ Sam Humphreys, Attorney in Fact | 07/01/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||